Open platform for unregistered securities (opus)

Abstract

A computer-implemented, web-interfaced method of trading and settlement of unregistered securities issued under an exception outlined in Rule 144A includes providing access to a website in communication with a network. A data structure is established and stored in a memory and includes information relating to one or more unregistered securities and entities involved with the trade. A trade request is received via the network from an interested investor, and a QIB eligibility status is determined for each of the interested investors. Eligible QIBs are allocated an investment slot if a number of allocated investment slots is less than a regulated value. Otherwise, an investment slot is denied to any remaining QIBs. A related system and computer-readable medium are also disclosed.

1 . A computer-implemented, web-interfaced method of reserving a trade slot and transferring unregistered securities issued under an exception outlined in Rule 144A of the Securities Act, the method comprising:
 providing access to a website in communication with a network;   establishing a data structure stored in a memory accessible by a processor, said data structure including information relating to one or more unregistered securities and entities involved with the trading and settlement thereof,   receiving, via the network, a trade inquiry from one or more interested investors pertaining to a particular one of the one or more unregistered securities;   receiving, via the network, a Rule 144A Qualified Institutional Buyer (QIB) eligibility status information from a compliance manager for each of the one or more interested investors;   determining one or more eligible QIBs using the received QIB eligibility status information;   for each of the one or more eligible QIBs, allocating an investment slot if a number of allocated investment slots is less than a regulated value and otherwise declining an investment slot to remaining ones of the eligible QIBs; and   for each allocated investment slot, making an associated security transfer reservation before a trade is initiated.   
     
     
         2 . The method of  claim 1 , wherein said unregistered securities are traded in a primary market and said information relating to said entities comprises one or more of issuers of the unregistered securities, underwriters of the unregistered securities, one or more QIBs, and one or more custodians of the unregistered securities. 
     
     
         3 . The method of  claim 1 , wherein said unregistered securities are traded in a secondary market and said information relating to said entities comprises one or more broker/dealers of the unregistered securities, one or more QIBs, and one or more custodians of the unregistered securities. 
     
     
         4 . The method of  claim 1 , further comprising enforcing an investment limit established by an issuer for each allocated investment slot. 
     
     
         5 . The method of  claim 1 , further comprising accounting for a sale of specific shares of a particular security to each eligible QIB via a book-entry record keeping system. 
     
     
         6 . The method of  claim 1 , further comprising providing notifications of each sale of unregistered securities to selected ones of the entities involved with the trading and settlement. 
     
     
         7 . The method of  claim 6 , wherein said providing required notifications of each associated sale comprises utilizing services of a transfer agent. 
     
     
         8 . The method of  claim 6 , wherein said providing required notifications of each associated sale comprises sending an e-mail to selected ones of the entities involved with the trading and settlement. 
     
     
         9 . The method of  claim 1 , further comprising managing custody of one or more purchased shares on behalf of one or more purchasing QIBs. 
     
     
         10 . The method of  claim 9 , wherein said managing custody of one or more purchased shares is carried out by an entity having operational control over the web site. 
     
     
         11 . The method of  claim 9 , wherein said managing custody of one or more purchased shares is carried out by monitoring custody of the one or more purchased shares by a third party. 
     
     
         12 . The method of  claim 1 , wherein the unregistered securities comprise U.S. securities, and the regulated value is 500 investors under said Rule 144A of the Securities Act. 
     
     
         13 . The method of  claim 1 , wherein the unregistered securities comprise non-U.S. securities, and the regulated value is 300 investors under said Rule 144A of the Securities Act. 
     
     
         14 . The method of  claim 1 , wherein the structured database comprises a shareholder registry. 
     
     
         15 . The method of  claim 1 , further comprising storing in the data-structured memory for each unregistered security, information relating to a market maker, a custodian, an issuer, any pending trades, any completed trades, and a share balance for each of one or more purchasing QIBs. 
     
     
         16 . The method of  claim 1 , further comprising storing, in the data-structured memory for each purchasing QIB, information relating to unregistered securities in which said each purchasing QIB has a position, a market maker, a custodian, an issuer, any pending trades, any completed trades, and a share balance. 
     
     
         17 . The method of  claim 1 , further comprising storing, in the data-structured memory for each purchasing QIB and for a particular issue of an unregistered security, information relating to a purchase date, a number of shares purchased thereon, a custodian thereof, and a desired number of shares to be sold. 
     
     
         18 . The method of  claim 1 , further comprising storing, in the data-structured memory for each unregistered security, information relating to a selling QIB and a buying QIB. 
     
     
         19 . The method of  claim 1 , further comprising storing, in the data-structured memory for each unregistered security, information relating to any pending trades for a particular QIB. 
     
     
         20 . The method of  claim 1 , further comprising storing, in the data-structured memory for each unregistered security, information relating to a last trade date, a last trade price, a number of QIB investment slots already filled, and a number of QIB investment slots available for investment. 
     
     
         21 . The method of  claim 1 , further comprising storing, in the data-structured memory for each unregistered security, information relating to a last trade date, a last trade price, a number of foreign QIB investment slots already filled, and a number of foreign QIBs investment slots available for investment. 
     
     
         22 . The method of  claim 1 , further comprising storing, in the data-structured memory, transaction details for sales of each unregistered security including information relating to a custodian, a trade date, a share amount, and a share price. 
     
     
         23 . The method of  claim 1 , further comprising storing, in the data-structured memory, reporting information relating to any sales of each unregistered security, said reporting information including, for each sale, an issue name, identifying information for a selling QIB, identifying information for a purchasing QIB, a number of shares traded, and a price per share. 
     
     
         24 . The method of  claim 23 , further comprising exporting a selected portion of the reporting information to a spreadsheet program. 
     
     
         25 . The method of  claim 1 , further comprising generating a custodian report for a selected purchasing QIB. 
     
     
         26 . The method of  claim 25 , wherein said custodian report comprises a position report for one or more QIBs. 
     
     
         27 . The method of  claim 1 , further comprising accessing the website through a participating broker/dealer. 
     
     
         28 . The method of  claim 1 , further comprising accessing the website through a broker/dealer selected from a plurality of participating broker/dealers. 
     
     
         29 . A computer-implemented trade reservation system that facilitates trade and settlement of one or more unregistered securities issued under an exception outlined in Rule 144A of the Securities Act, the system comprising:
 a website accessible through a network;   a memory operably connected to at least one processor in data communication with the network, said memory storing a data structure that includes information relating to said one or more unregistered securities and to entities involved with the trading and settlement thereof,   one or more broker/dealer interfaces in data communication with the network, said one or more broker/dealer interfaces being configured to, on behalf of one or more interested investors, receive and process trade inquiries made by one or more broker/dealers pertaining to selected ones of the one or more unregistered securities;   an interface with a compliance manager in data communication with the network, said compliance manager interface being configured to receive a QIB status determination under Rule 144A made by the compliance manager with respect to each of the one or more interested investors;   said at least one processor being configured to allocate an investment slot to one or more eligible QIBs as determined by the compliance manager if a number of allocated investment slots is less than a regulated value, and otherwise declining to allocate an investment slot to ineligible ones of the one or more interested investors,   said at least one processor being further configured to make a security trade reservation associated with the allocated investment slot before a trade is initiated.   
     
     
         30 . The system of  claim 29 , wherein said at least one processor comprises multiple processors in data communication with the network. 
     
     
         31 . The system of  claim 29 , wherein the website is implemented on a server separate from said at least one processor. 
     
     
         32 . The system of  claim 29 , wherein the one or more broker/dealer interfaces are implemented via a web interface to the network. 
     
     
         33 . The system of  claim 29 , wherein said data structure stored in said memory includes information relating to said entities that comprises one or more of issuers of the unregistered securities, underwriters of the unregistered securities, one or more QIBs, and one or more custodians of the unregistered securities. 
     
     
         34 . The system of  claim 29 , wherein said data structure stored in said memory includes information relating to said entities that comprises one or more broker/dealers of the unregistered securities, one or more QIBs, and one or more custodians of the unregistered securities. 
     
     
         35 . The system of  claim 29 , wherein said data structure stored in said memory comprises a shareholder registry. 
     
     
         36 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each unregistered security, information relating to a market maker, a custodian, an issuer, any pending trades, any completed trades, and a share balance for each purchasing QIB. 
     
     
         37 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each purchasing QIB, information relating to unregistered securities in which said each purchasing QIB has a position, a market maker, a custodian, an issuer, any pending trades, any completed trades, and a share balance. 
     
     
         38 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each purchasing QIB and for a particular issue of an unregistered security, information relating to a purchase date, a number of shares purchased thereon, a custodian thereof, and a desired number of shares to be sold. 
     
     
         39 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each unregistered security, information relating to a selling QIB and a buying QIB. 
     
     
         40 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each unregistered security, information relating to any pending trades for a particular QIB. 
     
     
         41 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each unregistered security, information relating to a last trade date, a last trade price, a number of QIB investment slots already filled, and a number of QIB investment slots available for investment. 
     
     
         42 . The system of  claim 29 , wherein said data structure stored in said memory includes, for each unregistered security, information relating to a last trade date, a last trade price, a number of foreign QIB investment slots already filled, and a number of foreign QIBs investment slots available for investment. 
     
     
         43 . The system of  claim 29 , wherein said data structure stored in said memory includes transaction details for sales of each unregistered security including information relating to a custodian, a trade date, a share amount, and a share price. 
     
     
         44 . The system of  claim 29 , wherein said data structure stored in said memory includes reporting information relating to any sales of each unregistered security, said reporting information including, for each sale, an issue name, identifying information for a selling QIB, identifying information for a purchasing QIB, a number of shares traded, and a price per share. 
     
     
         45 . The system of  claim 29 , wherein the at least one processor is configured to enforce an investment limit established by an issuer for each allocated investment slot. 
     
     
         46 . The system of  claim 29 , wherein the processor is configured to account for a sale of specific shares of a particular security to each purchasing QIB via a book-entry record. 
     
     
         47 . The system of  claim 29 , further comprising a notification manager configured to provide notifications of each sale of unregistered securities to selected ones of the entities involved with the trading and settlement. 
     
     
         48 . The system of  claim 29 , wherein the at least one processor is configured to provide required notifications of each associated sale to a transfer agent. 
     
     
         49 . The system of  claim 29 , wherein the at least one processor is configured to provide e-mail notifications of each associated sale via one or more e-mails sent to selected ones of the entities involved with the trading and settlement. 
     
     
         50 . The system of  claim 29 , further comprising an interface via the network to one or more custody managers configured to manage custody of one or more purchased shares on behalf of one or more purchasing QIBs. 
     
     
         51 . The system of  claim 50 , wherein the custody manager interface is configured to monitor custody of the one or more purchased shares by a third party. 
     
     
         52 . The system of  claim 29 , wherein the regulated value is 500 U.S. investors under said Rule 144A of the Securities Act. 
     
     
         53 . The system of  claim 29 , wherein the regulated value is 300 investors when one or more of the investors is a non-U.S. investor under said Rule 144A of the Securities Act. 
     
     
         54 . The system of  claim 29 , wherein the at least one processor is configured to create a report incorporating reporting information relating to a trade of an unregistered security. 
     
     
         55 . The system of  claim 54 , wherein the at least one processor is further configured to interface with a spreadsheet program and to export selected portions of the reporting information into a spreadsheet. 
     
     
         56 . The system of  claim 54 , wherein the at least one processor is further configured to generate a custodian report for a selected purchasing QIB. 
     
     
         57 . The system of  claim 56 , wherein said custodian report comprises a position report for one or more purchasing QIBs. 
     
     
         58 . The system of  claim 29 , wherein the website is accessible to interested investors only through a participating broker/dealer interface. 
     
     
         59 . The system of  claim 29 , wherein the website is accessible to interested investors only through a plurality of participating broker/dealers interfaces. 
     
     
         60 . The method of  claim 1 , further comprising, after said allocating an investment slot and said making an associated security transfer reservation, receiving an indication from a broker/dealer that a trade has been executed. 
     
     
         61 . The system of  claim 29 , wherein said at least one processor is further configured to receive an indication from said one or more broker/dealers via the network that a trade has been executed. 
     
     
         62 . A computer program product for use with a computer in connection with trading and settlement of unregistered securities issued under an exception outlined in Rule 144A of the Securities Act, said computer program product containing computer-readable instructions thereon which, when executed on the computer, cause the computer to:
 interface with a network;   establish a data structure stored in a memory that includes information relating to one or more unregistered securities and entities involved with the trading and settlement thereof,   process trade requests from one or more interested investors pertaining to one or more of the unregistered securities;   receive a Rule 144A Qualified Institutional Buyer (QIB) eligibility status from a compliance manager for each of the one or more interested investors;   determine one or more QIBs from the QIB eligibility status for each of the one or more interested investors;   allocate an investment slot to said one or more QIBs if a number of allocated investment slots is less than a regulated value; and   for each allocated investment slot, making an associated security transfer reservation before a trade is initiated.